Our tax lawyers provide companies and partnerships of all sizes, as well as tax-exempt clients, with an integrated approach to tax advice. With a broad range of skill sets, we focus on four major disciplines: advising on transactions; day-to-day counseling on substantive and tax planning and compliance issues; resolving disputes with taxing authorities and in court; and helping clients obtain private or public guidance from the Internal Revenue Service (IRS) and the US Department of the Treasury.
Our team, which includes lawyers with high-level service in the Treasury Department and the US Department of Justice, advises clients on international and US federal, state, and local tax exposures associated with pending transactions and ongoing business operations. We help clients successfully resolve ongoing tax controversy and litigation matters. Clients rely on us for integrated controversy, planning, and transactional advice to produce practical and efficient solutions to often highly complex tax issues.
Our tax lawyers are located throughout the United States, Europe, and Asia, and are leading practitioners recognized by Chambers USA, The Legal 500, Euromoney’s Guide to the World’s Leading Tax Advisors, and other peer and client rankings.
In addition to the lawyers in the tax practice, Morgan Lewis has tax lawyers in related practices, such as white collar litigation and government investigations, employee benefits and executive compensation, and personal law. We work closely with the firm’s corporate lawyers when counseling clients on domestic and international mergers, acquisitions, spin-offs, buyouts, restructurings, and securities offerings. On a day-to-day basis, we also partner with our clients’ in-house tax personnel to address ongoing issues, satisfy compliance obligations, and prepare for potential controversies.
Our tax controversy team is rated by Chambers USA in the top tier, and delivers strategic, practical advice to clients involved in disputes with the IRS and state taxing authorities. Drawing upon a core group of high-level government alumni, strong Washington, DC connections, a high profile in the tax bar, and a reputation for integrity with US federal and state authorities, we energetically and effectively represent clients in these critical matters.
We represent some of the largest corporate taxpayers in the United States in cutting-edge, large-dollar domestic and cross-border tax issues and related enforcement efforts. We work seamlessly across offices, collaborating to identify the most relevant expertise to help our clients, and maintaining up-to-the-minute knowledge of developments affecting our clients.
We realistically evaluate litigation hazards and seek to achieve resolutions at the earliest possible stage. Our tax litigators guide clients through the following aspects of the controversy process:
We have experience and substantial strength in handling high-profile IRS enforcement issues, with an emphasis on complex structures and partnerships—inbound and outbound international tax issues generally, and cross-border transfer pricing issues in particular.
Transfer pricing is currently the leading tax enforcement issue in the United States and around the world. Our transfer pricing lawyers cover a range of important industries in both disputes and administrative resolutions through audits, the advance pricing agreement (APA) process, and the MAP. Many of the high-stakes disputes focus on the identification, movement, and valuation of intangible property of all kinds, from contracts to technology. Over the last several years, our team has been a leader in some of the most complex, contentious, and novel transfer pricing matters brought in IRS Advance Pricing and Mutual Agreement (APMA) Program proceedings.
Our tax lawyers advise clients on transactional tax planning matters on a global basis. US domestic and international mergers and acquisitions, divestitures, reorganizations, spin-offs, joint ventures, and strategic alliances, as well as equity and debt securities offerings, are among the areas in which we offer tax counseling.
In addition to the lawyers in our domestic offices, Morgan Lewis tax lawyers work from our offices in London, Frankfurt, and Beijing. These international tax lawyers help clients structure and implement cross-border, as well as German, UK, and Chinese, mergers and acquisitions; European and global tax minimization strategies; and outbound investments from the United States into Europe and other jurisdictions.
Our transactional tax work includes:
In support of our energy practice, our tax lawyers participate in tax planning for all types of domestic and international oil and gas transactions, including master limited partnerships (MLPs), renewable energy project finance and tax equity matters, and large-scale utility transactions.
We counsel private equity funds on tax structuring. This includes transactional tax support for fund formations, as well as portfolio company acquisitions, operations, and dispositions. Fund representations complement our robust and well-known institutional investor tax services.
Our team advises clients on all tax-related aspects associated with the creation and operation of private and pooled investment vehicles, including mutual funds, hedge funds, real estate investment trusts (REITs), and other investment-related vehicles. We also assist our financial service clients in addressing information reporting and related matters.
Our group provides clients with international tax planning and tax optimization strategies. We counsel multinational taxpayers on tax jurisdictional issues, treaty application, antiavoidance rules, US antideferral regimes, tax rulings and holidays, repatriation planning, and withholding matters.
Clients in the life sciences and healthcare sectors turn to us for tax planning related to mergers and acquisitions, joint ventures, and intellectual property transactions. Our clients include pharmaceutical and biotechnology companies, medical practices, health insurers, and managed care organizations.
We advise clients on tax issues related to securities offerings, including the preparation of tax opinions required by the US Securities and Exchange Commission (SEC). We also counsel specialized entities, such as REITs and MLPs, on tax structuring, disclosure, and securities matters.
We offer transactional tax planning, and work with public and private company clients on US domestic and international mergers and acquisitions, reorganizations, spin-offs, joint ventures and strategic alliances, and equity and debt securities offerings.
We advise clients on international and domestic restructurings following acquisitions, including optimal cross-border structures and consolidated return issues.
Our European and international tax and corporate structuring team includes tax lawyers located outside of the United States, resident in Frankfurt and London. In addition to being licensed to practice tax law under the laws of France, Germany, and the United Kingdom, we have a deep knowledge of the structures and tax laws in other European jurisdictions.
Lawyers in our US offices extensively support our international tax team, which draws on the resources of the entire firm to encompass not only all aspects of tax law but also the many additional considerations in any structuring or transactional assignment.
Clients turn to us to structure international corporate groups from a tax perspective and implement the corporate structure they adopt. We can assist with establishing, liquidating, or dissolving subsidiaries and branches; drafting intercompany agreements; and planning and negotiating mergers, acquisitions, and reorganizations. We frequently take on EU tax law assignments for both US and European companies—providing advice on corporate income tax, value-added tax (VAT) issues, excise duties, and capital duties.
Our international tax group provides complex international tax planning advice and representation in:
We bring inside-the-Beltway experience to payroll tax, employee/executive fringe benefit, and contingent workforce issues. With an emphasis on planning and controversy work, we help clients develop tax minimization plans, conduct compliance reviews, and settle tax audits. A number of our team members in these areas have prior regulatory and litigation experience with the Treasury Department and the IRS. Our tax litigators have handled several cases of first impression involving these areas. We handle a significant portion of the ongoing payroll tax and compensation audit and litigation issues in the United States.
Clients that seek our assistance range from start-ups to companies in the Fortune 500. The American Payroll Association and various US federal agencies also call upon Morgan Lewis to assist with payroll tax and fringe benefit issues—matters that affect both rank-and-file employees and senior executives. Our lawyers currently manage more than $1 billion in tax controversy matters involving payroll taxes, airline excise taxes, and corporate deduction issues for companies in the healthcare, airline, and technology industries.
Considering recent legislative initiatives, developments within the Treasury Department, and the IRS’s increasing audit activity, our team closely monitors and responds to fringe benefit, payroll tax, and contingent workforce issues that may affect our clients.
Morgan Lewis's national State & Local Tax (SALT) practice provides clients with a full range of services—from planning all the way through controversy and litigation. We are located in key markets across the United States and provide services to a wide array of industries. Working as a national team allows us to apply our extensive experience to client situations in nearly any jurisdiction. We are well versed in all tax types, such as corporate income taxes, sales and use taxes, real estate transfer taxes, unclaimed property, personal income and withholding taxes, unemployment compensation taxes, tax exemptions, tax credits, and issues involving the Public Utility Realty Tax Act. Whether a stand-alone issue or appeal, or as part of a merger or acquisition, our SALT team provides clients with practical advice and advocacy tailored to each unique situation.
A primary goal of the SALT team is to achieve significant tax and administrative cost savings to improve the overall tax position of our clients. This includes providing SALT advice, analysis, and assistance on both specific issues and general areas, such as proposed reorganizations or activities, and representation in state and local tax appeals. Our clients rely on us for integrated controversy, planning, and transactional advice to produce practical and efficient solutions to often highly complex tax issues.
We handle assessment and refund appeals for all types of taxes, including income/franchise, sales, and property. We often represent clients as early as the audit stage, continue our work through administrative appeals levels, and we ultimately litigate cases in state trial and appellate courts where appropriate.
We counsel clients on planning and compliance matters including nexus, apportionment, combined reporting, business/nonbusiness income, credits and incentives, and federal conformity. We routinely provide FIN 48 & FAS 5 opinions. Our experience in the sales tax arena is equally deep, and we frequently opine on nexus and taxability issues, and application and scope of state-specific exemptions.
Our SALT team assists clients in nearly every state. With offices in most major metropolitan areas, our lawyers follow recent developments and maintain close contacts with revenue officials in jurisdictions across the United States. We keep the “local” in state and local while providing clients with the expansive resources of a global top-tier law firm.
Our transfer pricing practice spans the full range of services, including planning, up-front risk assessments of proposed transactions, Advance Pricing Agreements, Competent Authority proceedings, defense and resolution of disputes at the administrative level, and litigation in the Tax Court and other federal courts.
Our transfer pricing team represents clients in the most complex, contentious, and novel transfer pricing matters, across issues, postures, industries, and forums. Whether during audit, administrative appeals, fast-track mediation, bilateral or unilateral Advance Pricing Agreements, Mutual Agreement Proceedings, or in litigation, our team has experience in the defense and resolution of transfer pricing controversies faced by both U.S. and foreign-based multinational companies.
Our team advises clients in a variety of transfer pricing issues, including:
Drawing on extensive experience in the resolution of transfer pricing controversies, our transfer pricing team is well-positioned to assist clients with transfer pricing planning. Our team can assist clients in the drafting and implementing cost-sharing agreements, valuing cost-sharing buy-ins, structuring business organizations, and implementing supply-chain restructurings.
Our comprehensive tax team includes lawyers who focus on assisting clients successfully claim the research and development (R&D) tax credit, a valuable corporate tax incentive provided under Section 41 of the US Internal Revenue Code. The R&D tax credit has broad application to businesses of all sizes and in every industry, and we regularly assist our clients in addressing research tax credit matters.
The R&D tax credit is also a high compliance priority of the US Internal Revenue Service (IRS) and a common source of tax controversies. Our lawyers have helped clients successfully resolve R&D tax credit issues during IRS examinations and before the IRS Office of Appeals. We also have represented clients litigating several of the most significant R&D tax credit cases.
We consult with clients to identify opportunities to claim the R&D tax credit, and evaluate and improve existing company practices for identifying and documenting R&D tax credit claims. We collaborate closely with in-house tax department personnel, as well as outside accounting firm advisors and other technical experts, to identify and support R&D tax credit opportunities.
Led by lawyers who have literally written the book on partnership taxation and who have held high-ranking US government tax-related positions, the Morgan Lewis partnership taxation team advises clients in this complex and demanding area. Our team is regularly called on by clients to handle challenging partnership-related audits, US Internal Revenue Service (IRS) Office of Appeals matters, litigation, and other controversy matters. Clients also seek our advice on how to structure sophisticated transactions involving partnerships and joint ventures within the United States and globally, and to implement these transactions. Our team includes the former chief counsel for the IRS and the former tax legislative counsel for the US Treasury Department.
Our lawyers advise limited liability corporations (LLCs), joint ventures, and other businesses and economic arrangements classified as partnerships. Our work includes complex tax structuring, planning, and document production. We regularly are engaged to counsel on private equity funds and their portfolio companies, hedge funds, real estate development entities, joint ventures, master limited partnerships, upstream oil and gas development arrangements, renewable energy project finance and other tax credit partnerships, structured finance special purpose vehicles, cross border partnerships, and operating partnerships used in umbrella partnership real estate investment trust (UPREIT) structures.
Our team features lawyers ranked at the top of their field by Chambers Global and Chambers USA. These highly accomplished lawyers have shared their deep understanding of the laws governing partnership taxation through their collaborative efforts producing the leading treatise on the subject, Federal Taxation of Partnerships and Partners (Warren, Gorham & Lamont), which is widely consulted by tax planners and cited by the courts. These thought leaders also have widely written and lectured on the subject, and have taught at important institutions such as the University of Virginia School of Law and New York University School of Law.
Our lawyers have advised on the creation, operation, modification, division, and termination of thousands of partnerships and joint ventures across a wide range of industries, including the real estate and energy industries, which have traditionally operated in partnership form. Our lawyers were among the first to advise on major corporate merger and acquisition transactions and ventures using tax partnerships. Our team works with their corporate and international colleagues in forming and operating complex multinational joint ventures that maximize global tax efficiency.